Ohio Supreme Court Rules Love is not All You Need to Establish Consideration in a Contract-Williams v. Ormsby, Slip Opinion No. 2012-690

Last week, the Ohio Supreme Court in Williams v. Ormsby held that moving into a home to resume love and affection (in the form of a romantic relationship) does not satisfy the element of “consideration” necessary to form a contract.

The essential elements required in Ohio (and most other jurisdictions) to establish that a contract has been formed (and accordingly, will be enforceable in a court of law) are: offer, acceptance, capacity (to enter into a contract), consideration and mutual assent (aka “meeting of the minds”). Consideration is usually described as a detriment to the promisee or a benefit to the promisor. While Courts typically do not inquire into whether or not the consideration is adequate, it must be truly bargained for.

In Williams v. Ormsby, the document in question was a June, 2005 writing stating that 1) Amber Williams would move back into Frederick Ormsby’s property to resume their relationship (a property the two previously lived together in and a property Ms. Williams once owned prior to quit-claiming same to Mr. Ormsby); 2) Mr. Ormsby would pay the expenses for the property; and 3) if the relationship ended, the parties would divide the property.

The relationship between Mr. Ormsby and Ms. Williams ended sooner vs. later, and Ms. Williams sued to compel Mr. Ormsby to deed one half (½) the property to her. The trial court dismissed the claim holding that the June, 2005 writing amounted to a promise of a one-half (½) interest in property in exchange for Ms. Williams’s return to a romantic relationship; and that Ohio law does not recognize such “love and affection” as legal consideration to support a binding contract between two unmarried persons.The 9th District Court of Appeals reversed the trial court’s decision, but the Ohio Supreme Court reversed the 9th District’s holding, in effect, re-affirming the trial court.

The Ohio Supreme Court reached all the way back to 1887 for precedent (in an Ohio Supreme Court case called Flanders v. Blandy). While the Flanders case involved the promise of a father to give money to his daughter, the Ohio Supreme Court in Williams v. Ormsby reasoned that it was analogous to the case at bar because both cases were essentially gratuitous promises based solely on consideration for love and affection; and that neither case involved transferring property to another (as a deed would have) or “secured a right by suit to compel a completion of the contract”.

It appears that the Ohio Supreme Court has essentially been saying, we are not going to enforce family squabbles, just because there is a writing involved. On the other hand, the Court in Williams does offer a clue on how to bridge the gap from “gratuitous promise for love and affection only” to enforceable contract. The Court noted that the June, 2005 writing merely used the words “for valuable consideration”. Had the June, 2005 writing stated that the parties agreed to “fulfill each other’s needs; financial, emotional, physical and social” (words that the Williams Court stated were written into the contract by the 9th District Court of Appeals) and the evidence supported same, there would have been good consideration (not for love and affection alone), and an enforceable contract.

The moral of this story? It appears the Beatles were wrong; love is not all you need (at least in terms of what consideration is required in order to establish an enforceable contract in Ohio). Additionally, see the “Watch Your Language” section of this Blog, aka: “Say what you mean precisely, or a judge will tell you what you meant”. Presumably, Ms. Williams intended to give Mr. Ormsby more than a little love in exchange for one-half of the property.

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